DBV Technologies (DBVT) grants 1.74M performance share units to CEO

Rhea-AI Filing Summary

DBV Technologies S.A. adopted a new 2026 Performance Share Unit Plan and granted its CEO, Daniel Tassé, 1,740,000 Performance Share Units (PSUs) effective May 5, 2026. Each PSU is a conditional right to receive one ordinary share.

Half of the PSUs depend on each of two performance conditions tied to U.S. FDA acceptance for review or approval of biologics license applications for Viaskin Peanut, plus a continued employment requirement through July 1, 2028. Unmet PSUs by that date are forfeited. Vested shares are scheduled for delivery in four installments from July 1, 2028 through January 1, 2030, with change-in-control, death, disability, qualifying retirement and certain terminations receiving tailored treatment under the Plan, including potential cash settlement if the CEO is not a French tax resident.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

CEO PSU grant size: 1,740,000 PSUs Vesting performance deadline: July 1, 2028 First delivery date: July 1, 2028 +4 more

7 metrics

CEO PSU grant size 1,740,000 PSUs Total Performance Share Units granted to CEO under 2026 Plan

Vesting performance deadline July 1, 2028 Date by which performance conditions must be achieved or PSUs forfeited

First delivery date July 1, 2028 First scheduled installment of vested shares to CEO

Final delivery date January 1, 2030 Last of four scheduled installments of vested shares

Installment structure 4 installments of 25% Each installment represents 25% of vested shares, subject to rounding

Section 409A delay 6 months and 1 day Minimum delay for specified employees after separation from service

Post-event delivery window 90 days Delivery timing of vested shares following death or disability

Key Terms

Performance Share Units, Change in Control, Section 409A, Qualifying Retirement, +2 more

6 terms

Performance Share Units financial

"The Company is granting the CEO conditional rights to receive ordinary shares of the Company under the Plan. The rights granted are referred to as “Performance Share Units,”"

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

Change in Control financial

"Upon the occurrence of a Change in Control (as defined in the Plan), all Performance Conditions shall be deemed achieved"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Section 409A regulatory

"to the extent a grant pursuant to the Plan constitutes “deferred compensation” under Section 409A of the U.S. Internal Revenue Code"

Qualifying Retirement financial

"a Qualifying Retirement (as defined in the Plan), or a termination without Cause or for Good Reason"

biologics license applications regulatory

"Such Performance Conditions relate to U.S. Food and Drug Administration (“FDA”) acceptance for review of biologics license applications for Viaskin Peanut"

A biologics license application is a formal request submitted to a regulatory agency to get permission to market a biological medicine—such as vaccines, blood products, or gene and cell therapies—after clinical testing. It’s like applying for a safety and quality permit that lets a company sell a complex medical product; investors watch its progress because approval clears the way for revenue while rejection or delays create significant financial risk.

Viaskin Peanut medical

"Such Performance Conditions relate to U.S. Food and Drug Administration (“FDA”) acceptance for review of biologics license applications for Viaskin Peanut"

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

April 30, 2026

Date of Report (Date of earliest event reported)

DBV Technologies S.A.

(Exact name of registrant as specified in its charter)

France		001-36697		Not applicable
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

107 avenue de la République 92320 Châtillon France		Not Applicable
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +33 1 55 42 78 78

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary shares, nominal value €0.10 per share		n/a		The Nasdaq Stock Market LLC *
American Depositary Shares, each representing five ordinary shares, nominal value €0.10 per share		DBVT		The Nasdaq Stock Market LLC

* Not for trading, but only in connection with the registration of the American Depositary Shares on The Nasdaq Stock Market LLC.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On April 30, 2026 the Board of Directors (the “Board”) of DBV Technologies S.A. (the “Company”), upon recommendation of the Compensation Committee (the “Committee”) of the Board, approved the DBV Technologies 2026 Performance Share Unit Plan (the “Plan”), and granted performance share units pursuant to the Plan (“PSUs”) to Daniel Tassé, the Company’s Chief Executive Officer (the “CEO,” or, alternately, the participant), with an award grant date of May 5, 2026 (the “Grant Date”). The Plan was implemented by decision of the Board based on the authorization of the shareholders of the Company granted to the Board pursuant to the 35th resolution approved at the Annual General Meeting held on June 11, 2025, to award free shares to employees and corporate officers of the Company and its subsidiaries, in accordance with relevant provisions of the French Commercial Code.

The Company is granting the CEO conditional rights to receive ordinary shares of the Company under the Plan. The rights granted are referred to as “Performance Share Units,” each of which represents a conditional right to receive one ordinary share of the Company. The vesting of the Performance Share Units is subject to the achievement of key Company milestones and a continued employment condition, thereby aligning long-term value with both performance and leadership continuity. The total number of Performance Share Units granted to the CEO is 1,740,000.

The vesting of the PSUs is subject to the achievement of two performance conditions (the “Performance Conditions”), with 50% of the PSUs allocated to the achievement of each condition. Such Performance Conditions relate to U.S. Food and Drug Administration (“FDA”) acceptance for review of biologics license applications for Viaskin Peanut and shall be considered satisfied as of the date the Board certifies the Company’s receipt of the final regulatory acceptance or approval.

Specifically, the Performance Conditions are as follows:

• FDA Acceptance — Ages 4-7: Upon FDA acceptance for review of the biologics license application (“BLA”) for Viaskin Peanut (“VP”) in patients aged 4 to 7 years, 870,000 PSUs shall become eligible to vest, subject to the other terms and conditions of the Plan.

• FDA Acceptance — Ages 1-3: Upon FDA acceptance for review of the BLA for VP in patients aged 1 to 3 years, an additional 870,000 PSUs shall become eligible to vest, subject to the other terms and conditions of the Plan.

For purposes of the foregoing, if the FDA were to accept for review or approve a single VP BLA covering both age groups, the corresponding Performance Condition shall be deemed satisfied in full, and all PSUs shall become eligible to vest. PSUs for which the relevant Performance Conditions are not achieved on or prior to July 1, 2028 (the “Vesting Date”) are automatically cancelled and forfeited without compensation. Subject to the terms of the Plan, the Vested Shares (as defined hereunder) will be delivered to the CEO in four installments, each consisting of 25% of the Vested Shares (which are not necessarily equal in number of shares and may be subject to rounding), on the following dates or as soon as practicable immediately thereafter: July 1, 2028, January 1, 2029, July 1, 2029, and January 1, 2030. The Vested Shares will be freely transferable and not subject to a holding period.

The vesting of the PSUs is subject to Mr. Tassé remaining CEO (Directeur Général) of the Company or otherwise employed by the Company for the full duration of the vesting period, from the Grant Date up to and including the Vesting Date, which must be continuous and without interruption, except as otherwise expressly provided in the Plan (the “Continued Employment Condition”), subject to certain exceptions for death, Disability (as defined in the Plan), a Qualifying Retirement (as defined in the Plan), or a termination without Cause or for Good Reason (each as defined in the Plan). PSUs shall be deemed to be Vested Shares following satisfaction of both of the Continued Employment Condition and one or both Performance Conditions. Delivery of such Vested Shares shall occur in accordance with the delivery schedule described above. Upon the occurrence of a Change in Control (as defined in the Plan), all Performance Conditions shall be deemed achieved as of the date of occurrence of the Change in

Control, and the corresponding PSUs shall remain subject only to the Continued Employment Condition. The Continued Employment Condition, subject to the exceptions to the Continued Employment Condition described above, will continue to apply following a Change in Control. Further, the delivery schedule described above will continue to apply, other than in the case of death or Disability, in which case Vested Shares shall be delivered within ninety (90) days of the applicable event.

In the case of a Qualifying Retirement or a termination without Cause or for Good Reason, only Performance Conditions achieved prior to the date of such termination or retirement shall result in vesting of the corresponding Performance Share Units. Except as otherwise determined by the Board, no additional Performance Share Units shall vest in respect of Performance Conditions that have not been achieved (or deemed achieved) as of the date of such event.

Notwithstanding the foregoing, to the extent a grant pursuant to the Plan constitutes “deferred compensation” under Section 409A of the U.S. Internal Revenue Code (the “Code”) and the CEO is deemed a “specified employee” for purposes of Section 409A, no distribution or payment of any amount that is due because of a “separation from service” (as defined in Section 409A) will be issued or paid before the date that is six (6) months and one (1) day following the date of such separation from service (or, if earlier, the date of death), and any amounts so deferred will be paid in a lump sum on the day after such six-month period elapses, with the balance paid thereafter on the original schedule.

The terms of the Plan may be amended or supplemented by the Board if it deems such amendment or supplement to be appropriate and not adverse to the interests of the CEO, or by mutual agreement with the CEO. In addition, the Board may, in its discretion, substitute a cash payment of equivalent value in lieu of delivery of Vested Shares if the CEO is not a French tax resident at the time of delivery, to be valued by the Board of Directors on or around the scheduled delivery date of such Vested Shares, or by reference to an average price over a period preceding such date.

The above is a summary of the material terms of the Plan. This summary is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the PSUs contained herein is a summary of their material terms, does not purport to be complete and is qualified in its entirety by reference to the Plan.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
10.1		2026 Performance Share Unit Plan (English translation) (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on S-8, filed on May 4, 2026)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

				DBV Technologies S.A.
Date: May 5, 2026				By:		/s/ Virginie Boucinha
				Name:		Virginie Boucinha
				Title:		Chief Financial Officer

FAQ

What did DBV Technologies (DBVT) approve for its CEO in this 8-K?

DBV Technologies approved the 2026 Performance Share Unit Plan and granted CEO Daniel Tassé 1,740,000 Performance Share Units. Each PSU is a conditional right to receive one ordinary share, aligning his compensation with company performance and long-term leadership continuity.

How many performance share units did DBV Technologies grant to its CEO?

The CEO received 1,740,000 Performance Share Units under the 2026 Plan. Each unit represents a conditional right to one ordinary share, subject to achievement of regulatory milestones and a continued employment condition through July 1, 2028, plus scheduled delivery dates afterward.

What performance conditions apply to DBV Technologies’ CEO PSUs related to Viaskin Peanut?

Two performance conditions govern vesting, each tied to U.S. FDA acceptance for review or approval of biologics license applications for Viaskin Peanut. If a single application covering both age groups is accepted or approved, both conditions are deemed satisfied and all PSUs become eligible to vest.

When do the DBV Technologies CEO Performance Share Units vest and get delivered?

PSUs vest upon meeting performance conditions and a continued employment requirement through July 1, 2028. Vested shares are then delivered in four installments on July 1, 2028, January 1, 2029, July 1, 2029, and January 1, 2030, or as soon as practicable after each date.

What happens to the DBV Technologies CEO PSUs if conditions are not met by July 1, 2028?

Any Performance Share Units whose related performance conditions are not achieved by July 1, 2028 are automatically cancelled and forfeited without compensation. Only PSUs linked to conditions achieved or deemed achieved by that vesting date can become vested and eligible for share delivery.

How does a change in control affect DBV Technologies’ CEO PSU awards?

Upon a Change in Control, all performance conditions are deemed achieved on that date, and PSUs then depend only on the continued employment condition and its exceptions. The standard delivery schedule continues, except in death or disability cases where vested shares are delivered within ninety days.

Can the DBV Technologies CEO PSU award be settled in cash instead of shares?

Yes. The Board may substitute a cash payment of equivalent value instead of delivering vested shares if the CEO is not a French tax resident at delivery. The cash value is determined around the scheduled delivery date, potentially using an average share price for a preceding period.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 13.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 23.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 14.6 KB